Free Translation to the original draw n in Portuguese
JHSF P ARTICIP AÇÕES S. A.
PUBLICL Y-HELD COMP ANY
Corporate Registry ID (NIRE) 35.300.333.578
Corporate Taxpayer’s ID (CNPJ/MF) 08.294.224/0001-65
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
Date, Time
And Place:
on June 21, 2006 at 9:00 a.m., at the Company’s headquarters, in the
city and state of São Paulo, at Rua Amauri, 255, 5º andar.
Attendance:
shareholders as per the shareholders’ attendance book, as well as the
legal agent of BDO TREVISAN AUDITORES INDEPENDENTES, Mr.
Luis Guilherme Raposo M. Costa.
Presiding Board:
Chairman: Mr. José Auriemo Neto
Secretary: Mr. Eduardo Silveira Camara
Call Notice:
The call notice was published in the Diário Oficial do Estado de São
Paulo on June 06, 07 and 12, 2007, as well as in the newspaper Valor
Econômico on June 06, 08 e 11, 2007.
Agenda and
Resolutions:
(i) INCREASE OF THE COMPANY’S CAPITAL STOCK IN TWO
HUNDRED AND FOUR MILLION REAIS (R$204,000,000.00), UPON
THE ISSUANCE OF TWENTY-FIVE MILLION (25,000,000) COMMON
SHARES, AT THE UNIT PRICE OF EIGHT REAIS (R$8.00), IN VIEW
OF THE EXERCISE OF THE RIGHT OF CONVERSION INTO
SHARES, OF THE SUBSCRIPTION BONDS ISSUED BY THE
COMPANY THROUGH THE RESOLUTION TAKEN AT THE BOARD
OF DIRECTORS MEETING HELD ON APRIL 04, 2007 AT 9:30 A.M.,
AND CONSEQUENT AMENDMENT TO ARTICLE 5 OF THE
BYLAWS.
After due explanations, the supermajority of the attending shareholders
approved the Company’s capital stock increase from five hundred and
one million, seven hundred and thirty-three thousand, five hundred and
sixty-two reais (R$501,733,562.00) to seven hundred and five million,
seven hundred and thirty-three thousand, five hundred and sixty-two
reais (R$705,733,562.00), an increase of two hundred and four million
reais (R$204,000,000.00), as well as the issuance of twenty-five million
(25,000,000) new registered common shares, in all aspects equal to the
previous ones, issued at the price of eight reais (R$8.00) each, in view
of the exercise of the right of conversion into shares, of the subscription
bonds issued by the Company through resolution of the Board of
Directors Meeting held on April 4, 2007. The total shares issued were
subscribed and paid-up, then, by Mr. Osmar Elias Zogbi, Mr. Antônio
Elias Zogbi Neto, Mr. Rubens Elias Zogbi and Mr. Marcos Zarzur
Derani, as per the subscription list attached hereto. In view of the
resolution above, and of the capital increase approval upon the use of
the Company’s authorized capital approved at the Board of Directors
Meeting held on 05/03/2007 at 10:00 a.m., the wording of Article 5 of
the Bylaws shall be amended and come into force as follows: “Article 5
– The Company’s capital stock, fully subscribed and paid-up, is seven
hundred and five million, seven hundred and thirty-three thousand, five
hundred and sixty-two reais (R$705,733,562.00), divided into four
hundred and twenty-six million, two hundred and seventeen thousand,
eight hundred and ten (426,217,810) non-par registered common
shares. “
(II) TO APPROVE THE APPOINTMENT OF BDO TREVISAN
AUDITORES INDEPENDENTES FOR THE EVALUATION OF THE
INTERESTS TO BE GRANTED AS PAYMENT FOR ISSUED SHARES
IN
VIEW
OF
THE
COMPANY’S
CAPITAL
AFOREMENTIONED IN ITEM (I) OF THE AGENDA.
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INCREASE
The appointment of BDO TREVISAN AUDITORES INDEPENDENTES
for the evaluation of the interests to be granted as payment for issued
shares in view of the company’s capital increase, pursuant to item “i” of
the agenda herein was approved by the supermajority of the attending
shareholders.
(III) TO APPROVE THE APPRAISAL REPORT OF THE INTERESTS
TO BE GRANTED AS PAYMENT FOR THE SHARES ISSUED IN
VIEW
OF
THE
COMPANY’S
CAPITAL
INCREASE
AFOREMENTIONED IN ITEM (I) OF THE AGENDA, PREPARED BY
BDO TREVISAN AUDITORES INDEPENDENTES.
The attending shareholders approved by unanimous vote the Appraisal
Report of the interests to be granted as payment for the shares issued
in view of the company’s capital increase, pursuant to item (i) of the
agenda herein, dully prepared by BDO TREVISAN AUDITORES
INDEPENDENTES, which, after dully signed by all the attending
shareholders, was attached hereto. Finally, pursuant to paragraph 2 of
Article 130 of Law 6,404/76, the shareholders approved by unanimous
vote the publication of these minutes with the omission of the
shareholders’ signatures.
Drawing-up and
Reading of the
Minutes:
Nothing else to be discussed, the meeting was adjourned for the
drawing up of these minutes, which were read, approved and signed by
all the attending members
Presiding Board:
Chairman: Mr. José Auriemo Neto
Secretary: Mr. Eduardo Silveira Camara
Expert Consultant:
BDO TREVISAN AUDITORES INDEPENDENTES
Mr. Luis Guilherme Raposo M. Costa
Shareholders:
(Shareholders Signatures)
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This is a free English translation of the original Minutes of the Extraordinary General Meeting
of JHSF Participações S.A. held on 06/21/2007 at 9:00 a.m. drawn up in the Company’s
records
Eduardo S. Camara - Secretary
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JHSF PARTICIPAÇÕES S.A.
Extraordinary General Meeting held on June 21, 2007 at 9:00 a.m.
Shares Subscription List
SHAREHOLDERS NAME AND SIGNATURE
SUBSCRIBED
COMMON SHARES
PERCENTAGE
PAID UP
MEANS OF PAYMENT
ANTÔNIO ELIAS ZOGBI NETO, Brazilian, married,
businessman, resident and domiciled in the city and state of
São Paulo, with office at Rua Clodomiro Amazonas, 249, 10º
andar, Identity Card (RG) no. 3.845.192 SSBYSP and
Individual Taxpayer’s ID (CPF/MF) no. 570.607.548-49.
7,474,892
100%
7,474,892
100%
Granting of seventeen million, eight hundred and thirtythousand (17,830,000) shares of the capital stock of
EAZ - Jardim I Participações S.A., joint-stock company,
headquartered in the city and state of São Paulo, at Rua
Clodomiro Amazonas, 249, 10º andar, Corporate
Taxpayer’s ID (CNPJ) no. 07.803.203/0001-65 (“EAZ
Jardim”), and eleven million, nine hundred and two
thousand, seven hundred (11,902,700) shares of the
capital stock of EAZ Shoppings S.A., joint-stock
company, headquartered in the city and state of São
Paulo, at Rua Clodomiro Amazonas, 249, 10º andar,
Corporate Taxpayer’s ID (CNPJ) no. 07.275.103/000103 (“EAZ Shoppings”).
Granting of seventeen million, eight hundred and thirtythousand (17,830,000) shares of the capital stock of
EAZ Jardim and eleven million, nine hundred and two
thousand, seven hundred (11,902,700) shares of the
capital stock of EAZ Shoppings.
7,474,891
100%
Granting of seventeen million, eight hundred and thirtythousand (17,830,000) shares of the capital stock of
EAZ Jardim and eleven million, nine hundred and two
thousand, seven hundred (11,902,700) shares of the
capital stock of EAZ Shoppings
3,075,325
100%
Granting of thirteen million, four hundred and ninety
thousand, three hundred and eighty-seven (13,490,387)
shares of the capital stock of P.P.M.S.P.E.
Signature ____________________________
RUBENS ELIAS ZOGBI, Brazilian, divorced, businessman,
resident and domiciled in the city and state of São Paulo, with
office at Rua Clodomiro Amazonas, 249, 10º andar, Identity
Card (RG) no. 3.845.182 SSBYSP and Individual Taxpayer’s
ID (CPF/MF) no. 586.782.558-20.
Signature ____________________________
OSMAR ELIAS ZOGBI, Brazilian, married, businessman,
resident and domiciled in the city and state of São Paulo, with
office at Rua Clodomiro Amazonas, 249, 10º andar, Identity
Card (RG) no. 3.336.471-SSBYSP and Individual Taxpayer’s
ID (CPF/MF) no. 275.890.218-49.
Signature ____________________________
MARCOS
ZARZUR
DERANI,
Brazilian,
married,
businessman, resident and domiciled in the city and state of
São Paulo, with office at Rua Jesuíno Arruda, 769, 1º andar,
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Identity Card (RG) no. 5.634.618 and Individual Taxpayer’s ID
(CPF/MF) no. 042.483.248-81.
Signature ____________________________
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Empreendimentos e Participações S.A., joint-stock
company, headquartered in the city and state of São
Paulo, at Rua Pamplona, 818, 9º andar, Corporate
Taxpayer’s ID (CNPJ) no. 08.466.368/0001-51.